The VTI ownership issue – 2

By: Modesto P. Sa-onoy

JUST to be fair, the camp of Leo Rey can send me a copy of the GIS they submitted to the SEC prior to the July 7, 2019 meeting to show that indeed they have a majority share and that Olivia Yanson is a stockholder. In this way, we can study the two documents and determine who really has the majority shares since the death of Ricardo B. Yanson. Unless the July 7 GIS is impugned that is the legal and reliable document. The best way to repudiate that is to show the GIS with Leo Roy as president.

Yesterday I said that Olivia Yanson is not a stockholder of VTI as the GIS shows. How did that happen?

On December 20, 2017 during the happier days of the family, the heirs of Ricardo B. Yanson, Sr. executed an “Extrajudicial Settlement of Estate among the Heirs of Ricardo B. Yanson with Waiver of Rights.” The heirs included Olivia and all the children, and they all signed the agreement. In this settlement, Olivia Yanson waived “all her rights, titles and interests to the Estate of RBY” that were listed in the agreement. The rest of the estate was divided among the children.

I don’t know why she gave up her rights to the inheritance which happened while the husband was still alive. Perhaps the family Constitution, which will be handy for later discussions, will tell us the reason for her “benevolent act”. Offhand, I think that the agreement was intended to ensure the smooth transition of control from parents to children.

When the family conflict erupted, she filed a case to cancel this extrajudicial settlement and it is still pending in court. Whether the court will agree or not, or until the court decides, that claim proves she had indeed waived her rights, titles and interests in VTI. Otherwise, why retrieve something one already has?

In the case she filed on April 15, 2019 to probate of her will, Olivia declared that her properties in various places have an estimated value of P40 million. This indicates she has no shares in VTI. If she had, her properties would have expanded considerably.

The documents show that the majority shares belong to the Yanson 4. Two other siblings, Ginnette and Leo Roy, and one other, have shares.

When the Yanson 4 convened a Special Stockholders’ Meeting on July 7 this year, they were in their rights as the majority owner. Leo Rey and Ginnette could not convene a board meeting because they would not have a quorum.

However, the two held a board meeting where Olivia was elected the corporate secretary. In that capacity, she declared under oath that their meeting “had a quorum.” She trod on dangerous grounds. I will not deal with this meeting for the moment.

In an August 30, 2019 sworn statement, Olivia declared that there was a board meeting of the Yanson 3, that she was elected Corporate Secretary and that meeting had a quorum. How could the attendees in that August 30 meeting have a quorum when they were minority shareholders?

I suspect that she unilaterally junked the extra-judicial settlement and assumed that she controlled over 50% of the original conjugal properties and thus with the two others, they constituted a quorum. She did not wait for the court to declare the settlement rescinded. Are they not stepping down into a legal quagmire?

It is not surprising then that the PNP raided the VTI compound in Mansilingan with the use of brute force because the PNP was made to believe that the Yanson 3 are the majority owners of VTI and could be free from culpability for making that forced entry without a court warrant. We’ll discuss later these bully tactics using the police power of the state for private purposes.

Because of this presumption, the Yanson 3 took over the company in a ruthless manner reminiscent of the martial law days. Almost all the Bacolod police forces were utilized in an armed siege to “install” a private security agency without a court order. Where can we find this in a democracy?

The Yanson 4 conceded the moment; it would have been a grave error if they resisted. They are the legal majority owners of VTI. So far, no document had been shown to be otherwise.

More on Monday.